The company said its subsidiary Viper Energy, Inc. entered into an Agreement and Plan of Merger with Sitio Royalties Corp. on June 2, 2025 to acquire Sitio in an all-equity transaction. Closing is subject to customary closing conditions.

1. 01

   The company said its subsidiary Viper Energy, Inc. entered into an Agreement and Plan of Merger with Sitio Royalties Corp. on June 2, 2025 to acquire Sitio in an all-equity transaction. Closing is subject to customary closing conditions.

2. 02

   The company said the all-equity transaction is valued at approximately $4.1 billion, including Sitio's net debt of approximately $1.1 billion as of March 31, 2025.

3. 03

   The company said that following the execution of the Merger Agreement on June 2, 2025, Diamondback and its subsidiaries Diamondback E&P LLC and Endeavor Energy Resources, L.P. delivered a written consent approving the Merger Agreement as holders of a majority of the voting power of Viper's common stock. The company said this constitutes the requisite Viper stockholder approval under the Merger Agreement.

4. 04

   The company said the Diamondback Stockholders entered into a Parent Support Agreement under which they will not transfer or otherwise dispose of their Viper common stock, the common stock of the parent entity that will combine the Viper and Sitio businesses after closing, or Viper operating company units, from the date of the Merger Agreement until 90 days after closing, subject to certain exceptions.

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Original filing

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